| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On April 4, 2023, we announced
the following changes to our executive management.
Sean S. Sullivan, Executive Vice President and
Chief Financial Officer, Resigns to Pursue Other Opportunities
On April 3, 2023,
Sean S. Sullivan, our Executive Vice President and Chief Financial Officer, informed us that he was resigning from his role, effective
as of April 28, 2023. There were no disagreements between the Company and Mr. Sullivan on any matter related to the Company’s
operations, policies or practices.
Appointment of Thomas D. Barry as Executive Vice President and
Chief Financial Officer
In connection with Mr. Sullivan’s departure,
we appointed Thomas D. Barry as Executive Vice President and Chief Financial Officer, effective as of April 28, 2023.
Thomas D. Barry, age 56, has served as
our Senior Vice President and Controller since 2009 and also serves as our Chief Accounting Officer. Prior to joining Sirius XM,
Mr. Barry was the Vice President and Controller for Reader’s Digest Inc., the owner of the American general-interest family
magazine, from 2002 until 2009. Prior to Reader’s Digest, he held finance leadership roles at Xerox Engineering Systems,
a subsidiary of Xerox Corporation, the workplace technology company, and Avon Products Inc., the multinational
cosmetics, skin care, fragrance and personal care company. Mr. Barry started his career at PricewaterhouseCoopers LLP, the
international professional services brand of firms, and is a Certified Public Accountant.
On April 3, 2023, our subsidiary, Sirius XM Radio
Inc., entered into an Employment Agreement with Mr. Barry to serve as our Executive Vice President and Chief Financial Officer
through April 28, 2026. The Employment Agreement will become effective on the date on which Mr. Barry’s appointment as Chief
Financial Officer becomes effective. Mr. Barry’s Employment Agreement specifies an annual base salary of $800,000. The
Employment Agreement entitles Mr. Barry to participate in any bonus plan generally applicable to our executive officers. The
Employment Agreement provides, in the case of certain qualifying terminations, for continuation of his health insurance benefits for
eighteen months and his life insurance benefits for twelve months and for a lump sum severance payment in an amount equal to the sum
of (i) Mr. Barry’s annual base salary, (ii) a pro-rated bonus for the year in which the termination occurs (based on actual
achievement of applicable performance criteria) and (iii) the greater of (1) his target bonus opportunity for the years in which the
termination date occurs or (2) the last annual bonus paid (or due and payable) to him. Our obligation to provide these severance
benefits to Mr. Barry is subject to the execution of an effective release of claims against us. The Employment Agreement also
contains other provisions contained in the existing employment agreements with our other executive officers, including
confidentiality and non-competition restrictions, as well as a compensation clawback to the extent required by applicable law,
regulations or stock exchange listing requirement, or any company policy adopted pursuant thereto.
In connection with his appointment, on the second
business day that the trading window for our employees opens after the date on which his appointment as Executive Vice President
and Chief Financial Officer becomes effective, we will grant Mr. Barry an option to purchase shares of our common stock having
a value, calculated based upon the Black-Scholes-Merton option pricing model using the financial inputs consistent with those we
use for financial reporting purposes, of $375,000 at an exercise price equal to the closing sale price of our common stock on the
Nasdaq Global Select Market on that day. On that day we will also grant Mr. Barry restricted stock units (“RSUs”) with
a value of $375,000 and performance-based restricted stock units (“PRSUs”) with a value of $750,000. The RSUs will
vest in equal installments on the first anniversary of the date of grant, the second anniversary of the date of grant and April
28, 2026, respectively, and the Option will vest in equal installments on such dates. The PRSU award will vest based upon the achievement
of applicable performance conditions, subject to his continued employment through April 28, 2026. Each of these awards is subject
to acceleration or termination under certain circumstances consistent with the terms of equity awards granted to our other executive
officers. The equity-based compensation provided in the Employment Agreement is intended to supplement his existing annual award
and, in his new capacity as Executive Vice President and Chief Financial Officer, Mr. Barry is expected to receive additional annual
equity-based compensation awards.
There is no arrangement or understanding between
Mr. Barry and any other person pursuant to which Mr. Barry was selected as an officer, and Mr. Barry does not have a direct or
indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There is no family
relationship between Mr. Barry and any director or executive officer of the registrant.
Additional information about the benefit plans
and programs generally available to our executive officers is included in the Proxy Statement for our 2022 annual meeting of stockholders
filed with the Securities and Exchange Commission on April 18, 2022.
The foregoing description of the Employment Agreement
with Mr. Barry is qualified in its entirety by the Employment Agreement attached as Exhibit 10.1 to this Current Report on Form
8-K.